**EXHIBIT 14.1**

 

**META GROUP, INC.**

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**Code of Ethics for Financial Managers**

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This Code of Ethics forFinancial Managers (the “Code”) applies to the Chief Executive Officer and theChief Financial Officer, who is also the principal accounting officer(collectively, the “Financial Managers”) of META Group, Inc.

 

META Group expects the highestpossible ethical conduct from its principal executive, financial and accountingofficers. Your full compliance with this Code and with META Group’s Standardsof Business Conduct is mandatory. You are expected to foster a culture oftransparency, integrity and honesty, and to ensure that those officers andemployees reporting to you also fully comply with META Group’s Standards ofBusiness Conduct.

 

META Group has designatedthe General Counsel (or person acting in such capacity) as Compliance Officerto administer this Code. Financial Managers may, at their discretion, make anyreport or complaint provided for in this Code to the Compliance Officer.TheCompliance Officer will refer complaints submitted, as appropriate, to theBoard of Directors or an appropriate Committee of the Board.

 

**Compliancewith Applicable Laws**

 

AllFinancial Managers of META Group are expected to comply with both the letterand spirit of all the laws, rules and regulations of the U.S. and othercountries, and the states, counties, cities and other jurisdictions, applicableto META Group or its business.

 

If you fail to complywith such laws, rules and regulations, or any requirement of this code, youwill be subject to disciplinary measures, up to and including immediatetermination of your employment.

 

**ConflictsOf Interest**

 

A “conflict of interest”between a Financial Manager and META Group may exist whenever the privateinterests of a Financial Manager conflict in any way (or even appear toconflict) with META Group’s interests. A conflict situation can arise when aFinancial Manager takes actions or has interests that may make it difficult toperform his or her META Group work objectively. Conflicts of interest may alsoarise when a Financial Manager, or a member of his or her family, receivesimproper personal benefits as a result of his or her position at META Group,whether received from META Group or a third party. Loans to, or guarantees ofobligations of, Financial Managers and their family members may createconflicts of interest. Federal law prohibits loans to directors and executiveofficers, or material modifications to existing loans, as of July 30, 2002. Inaddition, it is almost always a conflict of interest for an META Group officerto work simultaneously for a competitor, customer or supplier.

 

**ReportingAny Illegal Or Unethical Behavior**

 

Any Financial Manager whobelieves that a violation of this Code or other illegal or unethical conduct byany employee, officers or director has occurred or may occur should promptlycontact a supervisor, a corporate officer, or the Compliance Officer. Suchreports may be made

 

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confidentially oranonymously. Confidentiality will be protected, subject to applicable law,regulation or legal proceedings.

 

**Public Company Reporting**

 

Financial Managers areresponsible for providing, or causing to be provided, full, fair, accurate,timely and understandable disclosure in reports and documents that the Companyfiles with or submits to the SEC and in other public communications.

 

**Amendment,Modification And Waiver**

 

This Code may be amended,modified or waived by the Board of Directors, subject to the disclosure and otherprovisions of the Securities Exchange Act of 1934, and the rules thereunder andthe applicable rules of the Nasdaq National Market.

 

Any request for a waiverof any provision of the Code must be in writing and addressed to the ComplianceOfficer. Any waiver of the Code will be promptly publicly disclosed by a methodselected by the Board of Directors in conformity with applicable SEC rules.

 

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